(All financial figures are approximate and in Canadian dollars unless otherwise noted)
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
CALGARY, Alberta, Nov. 08, 2018 (GLOBE NEWSWIRE) — Parkland Fuel Corporation (“Parkland”) (TSX:PKI), Canada’s largest and one of North America’s fastest growing independent suppliers and marketers of fuel and petroleum products and a leading convenience store operator, announced today that it has entered into an underwriting agreement to sell, pursuant to a private placement (the “Offering”), $300 million aggregate principal amount of 6.50% senior unsecured notes due January 21, 2027 at par (the “Notes”).
On October 10, 2018, Parkland announced that it had entered into an agreement to acquire 75% of the issued and outstanding shares of SOL Investments Ltd. (“SIL”) pursuant to a business combination agreement between Parkland, Estrella Holdings Limited (a wholly-owned subsidiary of Parkland) and SIL’s parent corporation, SOL Limited (the “Transaction”).
The net proceeds of the Offering will be used by Parkland to repay a portion of the amounts outstanding under the Canadian portion of Parkland’s existing revolving syndicated credit facilities (the “Credit Facilities”). Parkland expects to draw approximately $770 million under its new senior secured debt facilities and term loan facilities (the “New Credit Facilities”), which facilities are expected to replace the Credit Facilities at or prior to closing of the Transaction, to fund a portion of the purchase price for the Transaction. Subject to the satisfaction of customary closing conditions, the Offering is expected to close on November 21, 2018.
The Offering is being underwritten by National Bank Financial Inc. and CIBC World Markets Inc. as joint bookrunners and co-lead managers, and Scotia Capital Inc., as co-lead manager, BMO Nesbitt Burns Inc., Credit Suisse Securities (USA), LLC, J.P. Morgan Securities Canada Inc., RBC Dominion Securities Inc., TD Securities Inc., Wells Fargo Securities Canada, Ltd. and Canaccord Genuity Corp. as co-managers.
The Notes are being conditionally offered for sale in Canada on a private placement basis pursuant to certain prospectus exemptions. The Notes have not been registered under the U.S. Securities Act, or any state securities laws, and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act and applicable state securities laws and outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
Forward-Looking Statements
Certain information included herein is forward-looking. Many of these forward looking statements can be identified by words such as “believe”, “expects”, “expected”, “will”, “intends”, “projects”, “projected”, “anticipates”, “estimates”, “continues”, “objective” or similar words and include, but are not limited to, statements regarding the size and terms of the Offering, the use of proceeds of the Offering, the timing and successful completion of the Offering or Transaction, the amount to be drawn on the New Credit Facilities and the replacement of the Credit Facilities with the New Credit Facilities. Parkland believes the expectations reflected in such forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward looking statements should not be unduly relied upon.
The forward-looking statements contained herein are based upon certain assumptions and factors including, without limitation: historical trends, current and future economic and financial conditions, and expected future developments. Parkland believes such assumptions and factors are reasonably accurate at the time of preparing this press release. However, forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties some of which are described in Parkland’s annual information form dated March 9, 2018 and other continuous disclosure documents. Such forward-looking statements necessarily involve known and unknown risks and uncertainties and other factors, which may cause Parkland’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward looking statements. Such factors include, but are not limited to, risks associated with: closing of the Offering and Transaction; failure to obtain necessary regulatory or other third party consents and approvals required to complete the Transaction and/or the Offering; failure to complete the Transaction and/or the Offering; general economic, market and business conditions; industry capacity; the operations of Parkland’s assets, competitive action by other companies; refining and marketing margins; the ability of suppliers to meet commitments; actions by governmental authorities and other regulators including increases in taxes; changes and developments in environmental and other regulations; and other factors, many of which are beyond the control of Parkland. There is a specific risk that Parkland may be unable to complete the Transaction and/or the Offering in the manner described in this press release or at all. If Parkland is unable to complete the Transaction and/or the Offering, there could be a material adverse impact on Parkland and on the value of its securities. Readers are directed to, and are encouraged to read, Parkland’s management discussion and analysis for the year ended December 31, 2017 (the “MD&A”) and for the nine months ended September 30, 2018 (the “Q3 MD&A”), including the disclosure contained under the heading “Risk Factors” therein. The MD&A and Q3 MD&A are available by accessing Parkland’s profile on SEDAR at www.sedar.com.
Any forward-looking statements are made as of the date hereof and Parkland does not undertake any obligation, except as required under applicable law, to publicly update or revise such statements to reflect new information, subsequent or otherwise. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
About Parkland Fuel Corporation
Parkland is Canada’s largest and one of North America’s fastest growing independent suppliers and marketers of fuel and petroleum products and a leading convenience store operator. Parkland services customers through three channels: Retail, Commercial and Wholesale. Parkland optimizes its fuel supply across these three channels by operating the Parkland Burnaby Refinery, and leveraging a growing portfolio of supply relationships and storage infrastructure. Parkland provides trusted and locally relevant fuel brands and convenience store offerings, including its On the Run/Marché Express banners, in the communities it serves.
Parkland creates value for shareholders by focusing on its proven strategy of growing organically, realizing a supply advantage and acquiring prudently and integrating successfully. At the core of our strategy are our people, as well as our values of safety, integrity, community and respect, which are embraced across our organization.
To sign up for Parkland news alerts, please go to https://goo.gl/mNY2zj or visit www.parkland.ca.
CONTACT: For Further Information Investor and Media Inquiries – French and English Investor Inquiries Ben Brooks Vice President Treasury & Investor Relations Communications 403-567-2534 [email protected] Media Inquiries Leroy McKinnon Senior Specialist, Corporate 403-567-2573 [email protected]
